Common use of Validity Pooling Clause in Contracts

Validity Pooling. The invalidity or unenforceability of any provision of this Amendment to the Employment Letters shall not affect the validity or enforceability of any other provision of this Amendment, which shall remain in full force and effect. If (a) the Board approves a merger or consolidation of Lycos which is intended by the Board to satisfy the accounting rules related to the pooling of interest method of accounting (the "Pooling Rules") and (b) any provision of this Amendment would violate the Pooling Rules, then such provision shall be null and void ab initio. In such event, Lycos and the Executive shall negotiate, in good faith, a replacement provision of equivalent value which does not cause such a violation, provided, and to the extent, that Lycos' outside auditors determine that any such replacement provision is permissible without violating the Pooling Rules.